UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
- OR -
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended August 31, 2004
Commission File No. 0-24414
RF Monolithics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 75-1638027 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification) |
| 4441 Sigma Road, Dallas, Texas | 75244 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (972) 233-2903
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK .001 PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No x
The aggregate market value of RF Monolithics, Inc. Common Stock held by nonaffiliates as of October 31, 2004, based on the last reported sale price on the NASDAQ Stock Market composite tape on February 27, 2004 (the last trading date of the registrants most recently completed second fiscal quarter), was $59,823,130. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock of the Company have been excluded because such persons may be deemed to be affiliates.
Common Stock outstanding at October 31, 2004: 7,808,417 shares, par value $0.001.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, which will be filed with the Commission on or about December 9, 2004, is incorporated by reference into Part III of this report.
FORM 10-K
YEAR ENDED AUGUST 31, 2004
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. |
Business | 2 | ||
| Item 2. |
Properties | 10 | ||
| PART II | ||||
| Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11 | ||
| Item 6. |
Selected Financial Data | 13 | ||
| Item 7. |
Managements Discussion and Analysis of Financial Condition And Results of Operations | 14 | ||
| Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. | 33 | ||
| Item 8. |
Financial Statements and Supplementary Data | 34 | ||
| Item 9A. |
Controls and Procedures | 34 | ||
| PART III | ||||
| Item 10. |
Directors and Executive Officers of the Registrant | 34 | ||
| Item 11. |
Executive Compensation | 34 | ||
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 34 | ||
| Item 13. |
Certain Relationships and Related Transactions | 34 | ||
| Item 14. |
Principal Accountant Fees and Services | 35 | ||
| PART IV | ||||
| Item 15. |
Exhibits and Financial Statement Schedules | 35 | ||
1
RF Monolithics, Inc., or the Company, was organized in 1979 as a Texas corporation and converted to a Delaware corporation in 1994. We design, develop, manufacture and market a broad range of radio frequency, or RF, component and module products in two groups: (a) Low-power Products Group, which includes low-power components and Virtual Wire Short-range Radio products, and (b) Communications Products Group, which includes frequency control modules and filters. Most of our products are based on surface acoustic wave, or SAW, technology and are manufactured as discrete devices to perform specific functions and as integrated modules to meet system performance requirements.
We focus our product development in the frequency range of 50 megahertz, or MHz, to 2.4 gigahertz, or GHz. We market our line of more than 350 active resonators, filters, clocks, oscillators, transmitters and receivers to distributors, electronic manufacturing service companies and original equipment manufacturers world-wide. Our customers include Acal plc, Celestica Inc, Delphi Delco Electronics, Flextronics International, Insight Electronics, Holy Stone Enterprises, Motorola Inc, Schrader Electronics Ltd, Solectron Corporation and Walasey Ltd.
| * | Certain names or marks mentioned herein may be claimed as the property of others. |
Advantages of SAW Technology / Our Solutions
We believe that a significant market opportunity for more widespread adoption of SAW technology is emerging. As electronic products move into additional wireless applications, there will be an increasing demand for lower power consumption, reduced size, improved performance, greater precision, and greater reliability.
We believe that our SAW-based products, coupled with our RF design and manufacturing expertise, offer potential customers certain fundamental advantages over alternative technologies. As electronic applications ranging from automated meter reading to satellite radio migrate to lower power consumption and reduced size, we think demand for RF modules and SAW discrete components will increase.
Our product offerings combine a complex mix of application assistance, design technology, wafer fabrication capability, hybrid assembly and packaging processes to meet stringent customer performance requirements. The unique features of SAW technology provide flexible solutions to system designers defining tomorrows emerging applications in various market segments.
Markets and Applications
We focus on specific market opportunities where we believe that our SAW technology solutions coupled with our RF design expertise address the application requirements. Our products are incorporated into application designs in five markets: automotive, consumer, distribution, industrial and telecommunications.
Automotive
The automotive industry utilizes SAW-based components in transmitter and receiver designs for remote keyless entry, tire pressure monitoring and satellite radio applications. The automotive industry continues to develop new and improved safety features. The Tread Act, which phases in tire pressure monitoring through 2007 in the United States, presents an opportunity in the RF-type direct method of tire pressure monitoring. In September 2004, the U.S. Department of Transportations National Highway Traffic Safety Administration proposed a new safety standard under the Tread Act that would require that all new vehicles be equipped with tire pressure monitoring systems. The regulation is not yet effective and could be
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modified. Therefore, the ultimate effect is still unknown. We believe that SAW devices are stable and resistant to shock, vibration and moisture, all characteristics required for this application.
Satellite Radio is an emerging market opportunity. Published reports say that in ten years there could be as many as 48 million subscribers to satellite radio services. From a technology standpoint, the digital modulation used in satellite radio systems is more efficient than traditional analog AM or FM. Current proposed digital standards, within the same bandwidth, are achieving near CD quality audio. Automotive electronic applications continue to grow with the ongoing drive toward smaller size, reduced cost and improved system performance. Our low-power components, Virtual Wire Short-range Radio products and filters meet many of the requirements of this automotive market. This market is characterized by fierce competition due to commodity pricing by competitors.
Consumer
The consumer market is a relatively small market for our products. However, we believe that there is significant growth potential in the areas of global positioning systems, including hand held units; sports applications; home security; internet appliances; garage doors; cable TV and a wide variety of other wireless applications. Both low-power components and Virtual Wire Short-range Radio products may be designed into consumer applications.
Distribution
Several of our products, particularly in the low-power product group, have widespread potential uses and standardized characteristics that make them ideal for sales through distribution. Three of the top applications serviced by distribution are (a) wireless computer connectivity, (b) wireless medical and (c) keyless entry applications. Our distributors have the technical expertise and experienced personnel required to help potential customers design their products using our products. Distributors also provide service to customers with special delivery and lead-time requirements. Standard distribution contracts govern sales to distributors and substantially limit the amounts that distributors may return to us for stock rotation. Our largest distributors are Insight Electronics Inc. and Richardson Electronics, Ltd. in North and South America, and Acal Electronics and Equipements Scientifiques S.A. in Europe.
Industrial
The industrial market includes applications such as automated meter reading, medical systems, security systems, RF ID tags, bar code reading devices, and custom data link equipment. We believe that the automated utility meter reading, medical systems and industrial security market segments have the potential for significant growth. As the deregulation of utility companies gains momentum and proposed legislation concerning real time cost and consumption monitoring gets closer to becoming law, the utility providers need to access data remotely becomes critical. A published report says that utilities in the USA are adopting automated meter reading at an approximately 15% to 20% annual rate and the penetration level is expected to grow from 20% now to 40% by 2008. The need to transfer more and more data with low power consumption is ideally suited for our Virtual Wire Short-range Radio products. We were selected as the transceiver of choice for the communication protocol network of several companies for use in their Mesh network applications. Our low-power components, Virtual Wire Short-range Radio products and filters are used in industrial security applications.
Telecommunications
We believe that a number of dynamics within the telecommunication and wireless communications market are opening new applications for SAW technology. The deployment of digital cellular telephone standards, such as Global System for Mobile Communications, Code Division Multiple Access, Enhanced Digital Global Evolution, Wideband Code Division Multiple Access and Wireless Local Area Network has
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been initiated worldwide. All of these digital cellular telephone standards entail digital modulation, which requires SAW filters that minimize distortion and conform to international cellular telephone standards.
Other markets, such as wireless Internet access and broadband multimedia, will continue to use SAW-based filter and timing products. We believe that as broadband wireless communication systems demand more performance to support Internet requirements, bandwidth will become the key element that allows information to flow efficiently. This will create a requirement to minimize systems noise present in broadband wireless communication and provide clean timing to maximize throughput around the systems backbone. Analog communications, test instrumentation, computer timing and military applications also create markets for SAW-based frequency control products. Timing integrity and elimination of system noise in circuits are critical for these applications. We have introduced optical timing products based upon our patented technology that we believe are well suited for the dense wave division multiplex internet application.
Our SAW filters are designed to operate at a frequency range of 50 MHz to 2.4 GHz. We face a threat of direct conversion technology and other competitor alternatives that do not operate in the frequency range suitable for SAW filters. Such alternative technologies may negatively affect our ability to penetrate new filter applications.
Low-power Products Group
Low-power Components:
Resonators. Our resonators are used in low-power wireless transmitter and receiver applications, including automotive remote-keyless-entry systems, tire pressure monitoring systems, and wireless security systems and related products. We offer SAW resonators in volume, and they are supplied in both three-lead metal packages, or TO-39, and various surface mount packages. We accelerated the development of smaller package styles for these products in recent years. The market for low-power resonators is intensely competitive and has experienced price erosion, rapid technological change and product obsolescence.
Coupled-Resonator Filters. Coupled-resonator filters are well suited for certain frequency stabilization applications, such as the receiver portion of remote-keyless-entry systems, and input and output filter for module products manufactured by us. We provide coupled-resonator filters in both three-lead metal packages and surface mount packages.
Virtual Wire Short-range Radio Products:
Our second-generation hybrid transmitter, receiver and transceiver modules are the primary products included in Virtual Wire Short-range Radio products. Our transceiver module, based on its patented Amplifier Sequenced Hybrid, or ASH, technology, offers two-way data communication in a single small module, with performance identical to the separate transmitter and receiver modules, at a lower total cost.
These products feature small size, very low-power consumption, excellent RF performance, and provide the system designer flexibility and fast time-to-market for emerging applications. The breadth of frequency ranges covers both North American and international frequency bands for low-power data transmission. The receivers ASH architecture provides exceptional performance with extremely low harmonic radiation and exceptional resistance to electromagnetic interference, which helps facilitate international standards certification for our customers products.
The Virtual Wire Short-range Radio product offerings also include complete transceiver design and development kits that provide the system designers having minimal RF experience the ability to easily incorporate wireless data transfer into their designs. We also provide software protocols for key applications. The markets for Virtual Wire Short-range Radio products include remote bar code data entry, automated
4
meter reading, point of sale terminals, medical monitoring systems, home automation, consumer sports, data link equipment and wireless thermostats.
We believe that markets for wireless products will continue to expand. We also believe that ASH technology has all the characteristics required to become an industry standard for short-range wireless applications. We have begun development of our third generation Virtual Wire products. This next generation will capitalize on the low power consumption of the base Virtual Wire technology and expand the products capabilities with new features. We believe the new features will fill additional needs in current wireless applications and support a variety of emerging applications.
In the past year we have formed a Module Group to utilize Virtual Wire products and other technologies to develop and market higher level products, particularly for applications which utilize Mesh Network protocols. We believe that our radio technology provides the lowest energy consumption solution available for a large variety of wireless applications.
Communications Products Group
Frequency Control Modules:
Our frequency control modules consist of frequency source products for both analog and digital applications. These products provide added value to the SAW components we manufacture. Each module incorporates one or more discrete SAW devices with standard and custom integrated circuits and passive components. Specialized SAW devices are incorporated in voltage-controlled sources to allow frequency variability along with very low phase noise for both analog and digital applications.
High-frequency clocks. Our high-frequency clock modules are used in high-bandwidth, high-performance computer systems. Our Diff Sine clocks allow network applications to realize improved performance by providing a highly stable frequency source, which results in very low timing variations from one cycle to the next (commonly referred to as jitter) and good symmetry across each cycle.
Oscillators. We produce commercial and military fixed-frequency and voltage-controlled SAW oscillators. These products are supplied in surface mount or leaded metal packages and are used in applications such as microwave radios, identification-friend-or-foe transponders for commercial and military avionics and precision instrumentation.
Optical timing products. We have introduced a line of oscillators that uses our patented technology to target the Optical Dense Wave Division market. These products are targeted for customers in the optical network market, including high-speed routers and the OC768 backbone system.
Filters:
We pioneered the development of several SAW technologies related to the implementation of high performance band-pass filters having low insertion loss. World-class filter design capabilities are provided by our team of filter design employees and consultants located in Dallas, Texas and Moscow, Russia. Their state-of-the-art filter designs are transformed into highly manufacturable product configurations by our design engineering staff in Dallas, Texas. Our filter products are primarily intended for emerging satellite radio, GPS and various telecommunications applications, particularly cellular telephone base stations.
In response to the demand from manufacturers of wireless communications products, we have focused on intermediate frequency SAW filters based on new SAW structures that provide the best performance. However, we also offer a variety of RF filters.
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Manufacturing
We have manufacturing operations in Dallas, Texas and have contractual relationships with (a) one manufacturer in the Philippines (Automated Technology (Phil.) Inc.); (b) one manufacturer in Taiwan (Tai-Saw Technology Co., Ltd.); and (c) one manufacturer in Japan (Morioka Seiko Instruments Inc., a subsidiary of Seiko Instruments, Inc.). These multiple sites provide original source and back-up capability for our products and operations.
The manufacturing of our products is a highly complex and precise process that is sensitive to a wide variety of factors. The level of contaminants in the manufacturing environment, variations in the materials used and the performance of manufacturing personnel and production equipment are all important factors. Each of the devices we manufacture is subject to contamination until it is enclosed or sealed within its final package. Therefore, all operations, prior to enclosure, are performed in controlled clean-room environments.
In the past, we have occasionally experienced temporary product shipment delays and lower-than-expected production yields. Similar events could occur in the future. Certain other acts-of-God or events of a political nature could also temporarily delay product shipment. However, we have taken steps to mitigate the potential impact of any of these events by establishing backup manufacturing capability at various sites and establishing procedures to put us back in production quickly.
We occasionally have experienced sudden increases in demand, which have put pressure on our manufacturing facilities to rapidly increase capacity. Capacity currently exists to meet any reasonably anticipated potential demand within a short time. We will continue to be aggressive in securing increased manufacturing capacity through offshore manufacturing alliances. However, we do not maintain large amounts of raw material and wafer inventories and may occasionally experience temporary shipment delays due to the unavailability of these parts in the face of rapidly increasing customer demands.
Our transition to offshore assembly has created additional complexities in logistics. However, we are working to reduce these complexities, and have developed the capability to ship directly to our customers from offshore locations to reduce our lead times. In recent years our customers have provided us less visibility in terms of orders and require very short lead times to meet their requirements. We believe that we offer competitive lead times to our customers.
We divide our manufacturing operations into three key areas: (a) wafer fabrication, (b) domestic pilot line assembly, and (c) offshore assembly.
Wafer Fabrication
Fabrication of deposited and patterned wafers takes place in a clean-room environment. Thin aluminum films are precisely deposited onto four-inch diameter piezoelectric wafers. These films are subsequently etched to create multiple, patterned structures with very small (micron and submicron) features on the surface of the wafers. Each patterned structure is called a die, and there may be from 40 to 3,500 die on a single wafer. These die are subsequently assembled and sealed into a hermetic enclosure to become a product that is sold to customers. The majority of wafer fabrication currently takes place at our Dallas, Texas location. We have secured a backup source of supply at one of our offshore locations that also provides added capability for new products.
Domestic Pilot Assembly
The domestic pilot line assembly is primarily focused on frequency control products, but can manufacture a limited quantity of all product types as required. This manufacturing capability supports customers short-term delivery requirements, engineering requirements and new product development.
6
Because of its flexibility, this line also provides additional backup production capability in case of offshore manufacturing disruption.
Offshore Assembly
As noted above, we have manufacturing arrangements with Automated Technology (Phil) Inc., Morioka Seiko Instruments Inc. and Tai-Saw Technology Co., Ltd. Each of these organizations has hermetic packaging capability, which is essential to the manufacture of SAW devices. Each one also possesses an understanding of the unique aspects of SAW component assembly and testing. Assembly and testing of all our products (except clocks and oscillators) occurs at more than one of these locations.
Source of Components/Labor
While we use standard components whenever possible, some components used in the SAW devices and modules are made to our specifications by specialized manufacturers. For example, we purchase several RF integrated circuits from Maxim Integrated Products and ceramic arrays from Kyocera America, Inc. We have experienced delays and quality control problems with certain of our single-source suppliers in the past. Although we are attempting to obtain second-source suppliers, we think we will continue to be somewhat dependent upon single-source suppliers for the foreseeable future. As part of our agreement with offshore manufacturers, the responsibility for securing certain raw materials has been transferred to them.
Quality
Our customers demand an ever-increasing level of quality in our products. We, as well as our partners in the Philippines and Taiwan, have achieved QS 9000 and ISO 9001 certification. We are working toward certification to the new TS 16949 Quality Standard as are our Philippine and Taiwan based manufacturing partners. In addition to continually improving the efficiency and effectiveness of all of our functions, including manufacturing, we strive to assure that the features and benefits of our products meet or exceed customer expectations for performance and reliability. We have achieved significant operating improvements from these activities. Improvement of quality levels remains a high priority for us.
Sales and Marketing
International sales in foreign markets, as well as North American sales are as follows:
| 2004 Sales |
2003 Sales |
2002 Sales | |||||||
| International sales: |
|||||||||
| Europe |
$ | 13,203 | $ | 10,778 | $ | 14,007 | |||
| Asia |
14,268 | 9,683 | 6,386 | ||||||
| Other |
2,204 | 2,020 | 2,134 | ||||||
| Total International Sales |
29,675 | 22,481 | 22,527 | ||||||
| U.S. and Other North America |
18,831 | 20,454 | 20,727 | ||||||
| Total Sales |
$ | 48,506 | $ | 42,935 | $ | 43,254 | |||
We distribute our products in the United States through manufacturers representatives managed by our area sales management team (internal sales force). During the current year we authorized two major North American distributors (Insight Electronics and Richardson Electronics) to stock and sell all of our products. International sales are handled on a nonexclusive basis through manufacturers representatives, manufacturers representatives acting as distributors and direct sales management. The increase in sales to
7
customers in Asia results both from an increase in business to Asian based customers as well and an increase in sales to contract assemblers in that region that manufacture for end customers all over the world.
Our international sales are currently denominated in U.S. currency. We have set up a limited capability to allow customers to buy products at prices denominated in Euros. An increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive and, therefore, potentially less competitive in those markets. Additional risks inherent in international business activities generally include unexpected changes in regulatory requirements, tariffs and other trade barriers, costs and risks of localizing international operations, potentially adverse tax consequences, repatriation of earnings and the burdens of complying with a wide variety of foreign laws. These factors could have a material adverse effect on our sales prospects.
A number of factors may slow down or prevent customers from using our products. We help customers design in our existing products through applications assistance. We sometimes work with our customers under custom product development programs. Both types of assistance can last from 6 months to 18 months. We cannot predict when or whether a particular customers product will be designed and reach volume production status. We cannot predict whether a particular customer will be commercially successful in selling its product. In addition, customers may require their products to be certified with various regulatory agencies. We offer our customers various types of assistance in obtaining certification. However, those customers may not obtain required certifications in a timely manner or at all. Any one of these factors could result in significant losses of potential sales.
Competition
The markets for our products are intensely competitive and are characterized by price erosion, rapid technological change and product obsolescence. In most of the markets for our products, we compete with very large, vertically integrated, international companies, including AVX, EPCOS Electronic Parts and Components, Murata Manufacturing Co., and Triquint Semiconductor Inc. These competitors have substantially greater financial, technical, sales, marketing, distribution and other resources, as well as broader product lines, than we do. Our competitors who have greater financial resources or broader product lines may also be able to engage in sustained price reductions in our markets to gain market share.
We expect increased competition from existing competitors as well as competition from a number of companies that currently use SAW expertise largely for internal requirements. We are currently experiencing increased competition from companies that offer alternative solutions such as phase locked loop technology, which combines a semiconductor with a traditional crystal. We also think competitors may duplicate our products, which would cause additional pressure on selling prices and which could adversely affect our market share.
We believe that our ability to compete in our target markets depends on factors both within and outside of our control. These factors include (a) the timing and success of new product introductions by us and our competitors, (b) our ability to support decreases in selling prices through reduction in cost of sales, (c) the pace at which our customers incorporate our products into their end-user products, and (d) other factors listed under the heading Forward-Looking Statements.
Research and Development
Our research and development efforts are primarily aimed at creating new, proprietary and innovative SAW device structures and SAW-based hybrid modules that uniquely address market needs. An example is the work currently being conducted to develop a third generation of Virtual Wire Short-range Radio products. Our development efforts also include process improvements in wafer fabrication involving better line width and metal thickness control as well as improvements in device packaging.
We employ a number of highly qualified individuals in engineering and product and process development, including technicians, design engineers and scientists. These individuals are responsible for
8
new products and new processes from inception to the commencement of volume manufacturing. We believe that the efforts of these individuals help to ensure that our products provide an optimum system solution for the customer and are manufacturable at a competitive cost.
From time to time we have entered into agreements with customers to develop specific SAW devices for inclusion in the customers end product. In addition, we have participated in government sponsored research and development programs. We treat sales derived from engineering design services as technology development sales and their associated costs are included in cost of sales. Total technology development sales during fiscal years 2004, 2003 and 2002 were $334,000, $801,000 and $723,000 respectively. The decrease in sales in the current year was due to a greater focus on developing standard products. Costs related to these sales were included in our cost of sales during these years. We consider the development of new products essential to maintaining and increasing sales.
Proprietary Rights
We rely on a combination of patents, copyrights and nondisclosure agreements in order to establish and protect our proprietary rights. We have received 40 patents for various inventions that include both SAW devices and innovative RF circuits that employ SAW devices. We have applied for an additional seven patents. Our policy is to file patent applications to protect technology, inventions and improvements that are important to our business.
We believe that our patents provide us competitive advantages. Reliance upon proprietary or patented technology is subject to a number of risks, however. Patents may not be issued from any of the pending applications. In addition, claims that are allowed from existing or pending patents may not be sufficiently broad to protect our technology. While we intend to protect our intellectual property rights vigorously, patents may be challenged, invalidated or circumvented.
We also seek to protect our trade secrets and proprietary technology through confidentiality agreements with employees, consultants and other parties. However, these agreements could be breached and we may not have adequate remedies. Further, our trade secrets could otherwise become known to or independently developed by others. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States.
The electronics industry is characterized by uncertainty and conflicting intellectual property claims that represents a risk to us. We may be notified that one of our products is infringing on patents and/or intellectual property rights of third parties. In the event of such alleged infringement, a license to the technology in question may not be available on commercially reasonable terms, if at all. Litigation could ensue and the outcome of such litigation might be adverse to us. The cost of defending ourselves from such litigation could have a material adverse effect on our business, regardless of its outcome.
Regulations
We are subject to a variety of federal, state and local laws and regulations related to the use, storage, emission, treatment, disposal, transportation and exposure to certain toxic, volatile and other hazardous chemicals used in our manufacturing process. The failure to comply with present or future regulations could result in fines, suspension of production or a cessation of operations. Such regulations could also require us to acquire costly equipment, to make changes to our manufacturing process, or to incur substantial other expenses to comply with environmental regulations. Any past or future failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to future liabilities. Any of these situations could have a material adverse effect on our business, operating results and financial condition.
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Personnel
As of August 31, 2004, we had a total of 197 employees and full-time consultants. Most of our personnel are at our headquarters in Dallas, Texas. We have one person at each of our U.S. sales offices, which are located in Georgia, Minnesota and California, and two sales support individuals in Europe. Our future success depends to a significant degree upon the continued service of our key technical and senior management personnel and our continuing ability to attract and retain highly qualified technical and managerial personnel. Competition for such individuals can be intense. We may not be able to retain or continue to attract key managerial and technical personnel. Failure to retain or continue to attract key managerial and technical personnel could have a material adverse effect on our business, operating results and financial condition. None of our employees are represented by a labor union. We have not experienced any work stoppages and we consider our relations with our employees to be good. The availability of offshore production tends to mitigate the impact of skilled labor shortages in Dallas, Texas.
Potential Fluctuations in Results of Operations; Order Trends and Backlog
Our quarterly and annual results have been and will continue to be affected by a wide variety of factors that could have a material adverse effect on our sales and results of operations. These factors include but are not limited to: (a) the level of orders that are received and can be shipped in a quarter; (b) the rescheduling or cancellation of orders by our customers; (c) competitive pressures on selling prices; (d) changes in product or customer mix; (e) loss of a strategic relationship; (f) the ability to introduce new products on a timely and cost-effective basis; (g) new product introductions by our competitors; (h) market acceptance of both our and our customers products; and (i) other factors listed under the heading Forward-Looking Statements.
Historically, the electronics industry has experienced sudden and unexpected economic downturns. Our results of operations are subject to such downturns. In addition, our operating expenses are largely fixed and difficult to change quickly should sales not meet our expectations. This magnifies the adverse effect of any such sales shortfall. Period-to-period comparisons of our financial results should not be relied upon as a guarantee of future performance.
Our backlog at August 31, 2004 was approximately $11.7 million as compared to $13.7 million as of August 31, 2003. Our backlog includes all purchase orders scheduled for delivery within the subsequent 12 months. We think this level of backlog is a reflection of a general economic uncertainty and reflects the reluctance of our customers to commit to purchase products when they have limited visibility of their own requirements. Customers require us to respond on increasingly short lead times when their demand materializes. Our backlog, although useful for scheduling production, does not represent actual sales and should not be used as a measure of future sales. All orders in backlog are subject to cancellation or change in delivery schedule prior to 30 days before shipment without penalty at the option of the customer.
Our principal administrative, sales, marketing, research and development and manufacturing facilities are located in Dallas, Texas, in two adjacent buildings totaling 58,000 square feet. One building, containing 27,000 square feet, is leased through October 2008. In February 2003 we purchased the second building, containing 31,000 square feet, which we had previously leased. The purchase, including the surrounding parking lots, consisted of 2.1 acres. We believe that our existing facilities are adequate for our current requirements and that the current properties are suitable and productive for their currently intended purposes. Due to our flexible offshore manufacturing capabilities, we do not expect to require significant additions to our assembly facilities or equipment at any point in the foreseeable future.
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ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock (symbol RFMI) is quoted on the NASDAQ Stock Market. The following table sets forth the high and low sales prices of our common stock during each quarter of fiscal 2004 and 2003 as furnished by NASDAQ. These prices reflect prices between dealers, without retail markups, markdowns or commissions, and may not necessarily represent actual transactions.
| Price Range | ||||||||||||
| 2004 |
2003 | |||||||||||
| Quarter Ended
|
High |
Low |
High |
Low | ||||||||
| November 30 |
$ | 8.840 | $ | 5.351 | $ | 3.980 | $ | 2.399 | ||||
| February 28 |
13.920 | 8.950 | 3.090 | 2.420 | ||||||||
| May 31 |
13.030 | 9.000 | 3.240 | 2.370 | ||||||||
| August 31 |
10.760 | 5.609 | 8.820 | 3.200 | ||||||||
We have not paid dividends on our common stock during the past two most recent fiscal years and presently intend to continue this policy in order to retain earnings for use in our business. The number of record holders of our common stock as of October 31, 2004 was approximately 200 (which number does not include the number of stockholders whose shares are held of record by a brokerage house or clearing agency, but rather includes such brokerage house or clearing agency as one record holder). The last sales price for our common stock, as reported by NASDAQ on October 31, 2004, was $6.96.
We have not repurchased any of our outstanding equity securities during the two year period ending August 31, 2004.
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Equity Compensation Plan Information
The following table summarizes our equity compensation plans as of the fiscal year ended August 31, 2004:
| Plan category |
(a) Number of securities to be issued upon |
(b) Weighted- average exercise price of outstanding options |
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||
| Equity compensation plans approved by security holders |
1,413,997 | $ | 6.99 | 351,745 | |||
| Equity compensation plans not approved by security holders* |
655,006 | $ | 4.81 | 115,107 | |||
| Total |
2,069,003 | $ | 6.30 | 466,852 | |||
| * | Our 1999 Equity Incentive Plan provides for non-statutory stock options, bonuses, or restricted stock and has not been approved by the stockholders. Neither our chief executive officer nor any of our other four most highly compensated executive officers are eligible to participate. Other officers are only eligible to receive awards that are an inducement essential to such individual entering into an employment agreement with us or any of our affiliates. |
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ITEM 6. SELECTED FINANCIAL DATA
| Year Ended August 31, |
||||||||||||||||||||
| 2004 |
2003 |
2002 |
2001 |
2000 |
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| (In thousands, except gross profit margin & earnings per share amounts) | ||||||||||||||||||||
| Statement of Operations Data: |
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| Sales |
$ | 48,506 | $ | 42,935 | $ | 43,254 | $ | 51,771 | $ | 47,256 | ||||||||||
| Cost of sales |
33,168 | 33,782 | 32,636 | 45,597 | 43,250 | |||||||||||||||
| Gross profit |
$ | 15,338 | $ | 9,153 | $ | 10,618 | $ | 6,174 | $ | 4,006 | ||||||||||
| Gross profit margin % |
31.6 | % | 21.3 | % | 24.5 | % | 11.9 | % | 8.5 | % | ||||||||||
| Research and development |
$ | 4,470 | $ | 3,266 | $ | 3,133 | $ | 3,852 | $ | 4,700 | ||||||||||
| Sales and marketing |
5,384 | 4,877 | 4,777 | 5,748 | 6,047 | |||||||||||||||
| General and administrative |
3,040 | 2,648 | 2,835 | 3,184 | 3,847 | |||||||||||||||
| Restructuring and impairment (a) |
| 1,216 | 229 | 1,399 | | |||||||||||||||
| Total operating expenses |
12,894 | 12,007 | 10,974 | 14,183 | 14,594 | |||||||||||||||
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